Transitional Nature of Services; Exit Plan and Assistance Sample Clauses

Transitional Nature of Services; Exit Plan and Assistance. The Parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, each Party agrees to use its reasonable best efforts to make a transition of each Service to its own internal organization or to obtain alternate third party sources to provide the Services. In connection therewith, each Party shall comply with all provisions of the detailed written exit plan which sets forth how all members of such Party’s Group will transition from each of the Scheduled Services provided to such Party hereunder in a timely and efficient manner without material risk or disruption to either Company or Lilly and no later than the expiration of the relevant Service Period for each such Scheduled Service (each, an “Exit Plan”). Each Party’s Exit Plan for each Scheduled Service it receives hereunder shall be provided to the other Party no later than October 31, 2018, for any Scheduled Service scheduled to be terminated (in whole or in part) in calendar year 2019. For any Scheduled Service scheduled to be terminated (in whole or in part) on or after January 1, 2020, the Party receiving Services shall provide a preliminary Exit Plan to the other Party no later than March 31, 2019 (which contains, at a minimum, such Party’s good faith estimate of the exit or termination date for such Scheduled Service) and a final and binding Exit Plan no later than June 30, 2019 (which contains an exit or termination date that is substantially the same as the exit or termination date provided for such Scheduled Service in the preliminary Exit Plan). Each Exit Plan shall be subject to the other Party’s written approval, which shall not be unreasonably withheld or delayed. Each Party shall, at the other Party’s sole cost and expense, provide the other Party with assistance reasonably necessary to transition the Scheduled Services in accordance with the Exit Plan; provided that each Party shall only be obligated to provide such assistance that is set forth in the Exit Plan. The specific services and timing in connection with such assistance shall be as mutually agreed to by the Parties. Any Costs incurred by each Party in connection with providing such assistance shall be a Service Exit Cost and shall be paid by the other Party in accordance with Section 5.1. For clarity, notwithstanding the foregoing, neither Party shall be obligated to provide any services that either: (a) such Party cannot provide using its th...
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Transitional Nature of Services; Exit Plan and Assistance. The Parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, the Company agrees to use reasonable best efforts to make a transition of each Service to its own internal organization or to obtain alternate third party sources to provide the Services. In connection therewith, the Company shall comply with all provisions of the detailed written exit plan which sets forth how all members of the Company Group will transition from each of the Services provided hereunder in a timely and efficient manner without material risk or disruption to either the Company or to Pfizer and no later than the date for such Services specified on Exhibit A (the “Exit Plan”). The Exit Plan for each Service shall be prepared by the Company and provided to Pfizer no later than ninety (90) days before the end of the term of such Service set forth on Exhibit A. Each Exit Plan shall be subject to Pfizer’s written consent, which shall not be unreasonably withheld or delayed. Pfizer shall, at the Company’s cost, provide the Company with assistance reasonably necessary to transition the Services to the Company in accordance with the Exit Plan; provided that Pfizer shall only be obligated to provide such assistance that is set forth in the Exit Plan. The specific services and timing in connection with such Pfizer assistance shall be as mutually agreed to by the Parties. Any Costs incurred by Pfizer in connection with providing such assistance shall be a Service Exit Cost and shall be paid by the Company in accordance with Section 5.1(a). For clarity, notwithstanding the foregoing, Pfizer shall not be obligated to provide any services that either (a) Pfizer cannot provide using its then-current ordinary course resources and capabilities, giving due consideration to other obligations or (b) the Company is reasonably able to provide to itself or that are reasonably obtainable from third party service providers. The foregoing assistance is deemed a “Service” for purposes of this Agreement.
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Related to Transitional Nature of Services; Exit Plan and Assistance

  • Transitional Nature of Services The Parties acknowledge the transitional nature of the Services and agree to cooperate in good faith and to use commercially reasonable efforts to effectuate a smooth transition of the Services from the Provider to the Recipient (or its designee).

  • Transitional Nature of Services; Changes The Parties acknowledge the transitional nature of the Services and agree that notwithstanding anything to the contrary herein, each Service Provider may make changes from time-to-time in the manner of performing the Services if such Service Provider is making similar changes in performing similar services for itself and/or its Affiliates; provided that Service Provider must provide Service Recipient with at least thirty (30) days prior written notice of such changes.

  • Services and Exclusivity of Services The Company and Executive ------------------------------------ recognize that the services to be rendered by Executive are of such a nature as to be peculiarly rendered by Executive, encompass the individual ability, managerial skills and business experience of Executive and cannot be measured exclusively in terms of hours or services rendered in any particular period. Executive agrees to devote Executive's full business time and to use Executive's best efforts, energy and ability exclusively toward advancing the business, affairs and interests of the Company, and matters related thereto.

  • Transitional Services Contractor shall provide Transitional Services to offenders who are being released from a prison, an assessment/sanction center, prerelease center, or treatment center for up to the first 90 days of community supervision after release. A Probation and Parole Officer (PO) will determine the specific services to be provided to each offender based on the offender’s needs and individualized case plan as determined or developed by the State. The referring PO will complete an agreed upon referral form designating the services selected. Contractor will confirm availability of services, establish a start date, and return the referral form to the PO and the designated State staff.

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.

  • Termination Assistance Services Following the termination of this Agreement and/or any Ordering Document, the Parties may agree for Axway to provide transition services pursuant to a duly executed SOW, during which time this Agreement will continue in full force and effect solely to the extent necessary to allow such transition services to be performed. Axway agrees that the costs for any such services shall be comparable to the fees charged to other customers for similar types of services.

  • Exclusivity of Services The Subadviser shall devote its best efforts and such time as it deems necessary to provide prompt and expert service to Client and the Fund. The services of Subadviser to be provided hereunder are not to be deemed exclusive and Subadviser shall be free to provide similar services for its own account and the accounts of other persons and to receive compensation for such services. Client acknowledges that Subadviser and its Affiliates and Subadviser's other clients may at any time, have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired for or disposed of under this Agreement for the Fund. Subadviser shall have no obligation to acquire or dispose of a position in any investment pursuant to this Agreement simply because Subadviser, its directors, members, Affiliates or employees invest in such a position for its or their own accounts or for the account of another client.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Delegation of Services The Administrator may, at its expense, delegate to one or more entities some or all of the services for the Fund for which the Administrator is responsible under this Subcontract. The Administrator will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties or with the Fund. Notwithstanding any delegation pursuant to this paragraph, the Administrator will continue to have responsibility and liability for all such services provided to the Fund under this Subcontract.

  • Hosting Services 13.1 If Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract Hosts Customer Data in connection with an Acquisition, the provisions of Appendix 1, attached hereto and incorporated herein, apply to such Acquisition.

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